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VIVO PARTICIPAÇÕES S.A. CNPJ/MF nº 02.558.074/0001-73  -  N I R E nº 35.3.001.587.9-2 Publicly-held Company, with Authorized Capital

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS, HELD ON DECEMBER 17, 2010.

1.         DATE, TIME AND PLACE: December 17th, 2010, at 11:00 a.m., on Av. Roque Petroni Junior, 1464, 6º andar, lado B, in the City of São Paulo, State of São Paulo.

2.         CHAIRMANSHIP OF THE MEETING: Luis Miguel Gilpérez López – Chairman, and Breno Rodrigo Pacheco de Oliveira - Secretary.

3.         INSTATEMENT: the meeting was instated with the attendance of the undersigned Directors, representing a quorum in conformity with the Articles of Incorporation.

4.         AGENDA: to pass a resolution on the following matter: (i) proposal for distribution of interest on the own capital of the Company to its shareholders.

5.         RESOLUTIONS: after the meeting was opened, the Directors present thereto reviewed and discussed the Management’s proposal for distribution of interest on the own capital (“Interest”) and, consequently, resolved, by unanimous vote, to:

5.1.    approve the payment of Interest in the total amount of two hundred and twenty million reais (R$ 220,000,000.00), equivalent to R$ 0.467979560 net per common or preferred share held as of 12/31/2010, already deducted by the Withholding Income Tax of fifteen per cent (15%), except for corporate shareholders that are exempted from the referred taxation, which will receive R$ 0.550564188 per common or preferred share, in conformity with the amount calculated in the end of fiscal year 2010.

5.2.    authorize the Board of Executive Officers: (i) to take all the necessary steps for reported Interest to be credited on an individual basis, as from 12/31/2010, to the account of the Company’s shareholders; (ii) the payment date shall be decided at the Regular Shareholders’ Meeting to be held until April 2011 and the payment shall be effected as follows: 1) credit to such bank account as informed by the shareholder; 2) to those shareholders whose designated bank accounts are blocked or inactive, the Interest amount shall be held available, the same occurring to those whose CPF (individual taxpayer) or CNPJ (corporate taxpayer) number does not appear in the Company’s records, until the legal requirement is duly met.
Since there was nothing else to be discussed, the meeting was adjourned for the necessary time for these minutes to be drawn-up, which were read, approved and signed by the Directors and by the Secretary, and following transcribed in the proper book.

SIGNATURES: Luis Miguel Gilpérez López – Chairman of the Board of Directors and Chairman of the Meeting; Breno Rodrigo Pacheco de Oliveira – Secretary; Félix Pablo Ivorra Cano; Ignácio Aller Mallo; Emilio Gayo Rodriguéz; Ignacio Cuesta Martin-Gil; Eduardo Fernando Caride; Antonio Gonçalves de Oliveira; José Guimarães Monforte – Directors.

 

This certificate is a faithful copy of the original minutes of the special meeting of the Board of Directors, held on December 17th, 2010, which were drawn-up in the proper book.

 

Breno Rodrigo Pacheco de Oliveira
Secretary